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Home My WebLink About20020036.tiff MINUTES MEETING BETWEEN WELD COUNTY COMMISSIONERS, NCMC BOARD OF TRUSTEES, AND NCMC INC. BOARD OF DIRECTORS FRIDAY, DECEMBER 21 , 2001 2:00PM The meeting between the Board of Weld County Commissioners, NCMC Board of Trustees, which is appointed by the Commissioners, and the NCMC, Inc. Board of Directors was called to order by Chairman Mike Geile at 2:00PM on December 21, 2001. Commissioner Geile indicated that the Commissioners had asked for the meeting to follow up to the December 11, 2001, meeting to discuss the conflict of interest report, and contract negotiations with Banner. Dr. Dan Zenk, Chair NCMC Inc., read the attached prepared statement. Chair Geile asked about clarification on proceeding with the master facility plan. Dr. Zenk said the immediate projects would be the renovation of the emergency room, operating suites, and ICU. The Medical Executive Advisory Committee wants the renovations as soon as possible. Chair Geile asks who will sign the contract. Don Mueller indicated it will be signed by NCMC Inc. with Harold Evans and Banner overseeing the work per the Banner agreement. Chair Geile asks for clarification of the conflicts regarding education and training of NCMC Directors. Dr. Zenk and Lori Briscoe explained that Directors are expected to keep themselves informed about health care issues via workshops and conferences. Per the contract with Banner, Banner is required to reimburse NCMC Inc., for the costs of training up to $25,000 per year. So there was not a conflict. Chair Geile asked about the conflict of the attorneys on the NCMC Board. Ellen Stewart, NCMC attorney, explained that only Frank Cordell and BKD, consulting firm, had significant conflicts. The attorneys had represented clients involved with Banner and Banner had paid their fees per agreements. She said this not unusual and not a conflict. Trustee Phil Shovar indicated he had looked at the NCMC Inc. Board's operations and could find nothing to question, and thinks they are doing a great job. Dr. Zenk then discussed the process to get new members and read a second prepared statement that is attached. He also discussed the term limit issue. Chair Geile asked to clarify what the Medical Executive Advisory Committee is. Dr. Zenk explained that it is an committee of elected physicians that represent the medical community from each of the hospital's departments, along with the medical chief of staff. Chair Geile asked how the hospital will continue to operate under the existing contract. Dr. Zenk indicated it will continue to operate as it has with no change in day-to-day operations. ©i-oQ-�� 2002-0036 Chair Geile said it might be good to have a public forum as suggested by Dr. Carter at the last meeting to explain the Banner agreement. Ken Lind indicated an executive summary exists that could be expanded for the public's information. Chair Geile asked what the Commissioners could do to help. No one had specific comments. Commissioner Glenn Vaad suggested having staggered terms for the NCMC Directors to avoid six being appointed in one year. Mueller explained that there are staggered terms, but with resignations six come up this year, which is unusual. The Bylaw already provide for staggered terms. Commissioner Rob Masden suggested monthly reports from NCMC Inc. to the Commissioners and public. Lori Briscoe indicated the Trustee meetings are public meetings and the minutes and reports are on the NCMC website. Julianne Haefeli said the NCMC Inc. Board may want to post its minutes on the website also. Brian Larson said both boards are looking at the best ways to communicate with the public. There are a lot of options. Commissioner Bill Jerke said he appreciated all the efforts and was hopeful that overall communications would improve. He indicated that he did not think that term limits alone would be the "silver bullet" to restore public confidence and show the public that the board is not self perpetuating. He thinks the NCMC Inc. Board needs to look at other governance reform approaches to assure the public they have a say in how the hospital is operated. Mr. Mueller said he thinks all the directors feel a responsibility to the community. Scott Bosch of Banner stated he thinks that there is board role confusion, and agreement needs to be reached on the respective roles of the players involved. Once the roles are clarified the public needs to be informed. Ms. Briscoe and Dr. Zenk agreed. Ken Lind suggested getting the Commissioners' input on the respective boards' roles. Chair Geile ask when the boards should get back together. He said the boards need to work on an ongoing communication process. Dr. Zenk said the NCMC Inc. Board had a number of policy issues to address and wanted to wait until the new board members are appointed and get oriented before addressing all these issues. After that time he would suggest a meeting. Chair Geile indicated there were 17 applicants for the Board of Trustees, which indicate a big interest in the hospital. Glenn Vaad communicated that during this troubling episode there was never any doubt about the excellent care people receive at NCMC from staff and physicians, and hoped NCMC personnel understand this. Dr. Zenk echoed Commissioner Vaad's comments and indicated his appreciation. The meeting was adjourned at 2:50 PM. ncmcminutestlecemebe21,2001 STATEMENT TO THE WELD COUNTY COMMISSIONERS December 21, 2001 Gentlemen: I am here today as Chairman of the Board of NCMC, Inc. at your request for a follow-up to our discussions of last week regarding the activities of NCMC, Inc. I further understand that there are two areas of concern which you wish the NCMC, Inc. Board to address. The first issue is: What action has NCMC, Inc. taken as a result of the report of Mr. E . At its meeting Tuesday night a special committee of the Board of NCMC, Inc. received the report from Mr. Figa. The report was reviewed by all committee members and then later the full board. Based upon discussions with Mr. Figa concerning the report, The Board of Directors of NCMC, Inc. decided to release the Conclusions and Recommendations contained in Mr. Figa's report. NCMC, Inc. took no action concerning Mr. Figa's conclusion regarding the former Board Chair, Frank Cordell, as Mr. Cordell resigned from the Board prior to the issuance of the report, making it unnecessary for any further action by the Board of NCMC, Inc. As you have been provided with a copy of the conclusions let me say that Mr. Figa concluded that there were perceived, potential and actual conflicts of interest regarding Mr. Cordell. The second issue addressed by Mr. Figa relates to the relationship with the accounting and consulting firm of Baird Kurtz and Dobson. Based on Mr. Figa's recommendations, the Board of Directors of NCMC, Inc. voted unanimously to terminate the agreement with BKD and Mr. Tindle. BKD has been sent formal notice of such termination. This decision was made based upon Mr. Figa's assessment that Mr. Tindle did not fully disclose potential conflicts and on occasion exceeded the scope of his duties. The third area addressed by Mr. Figa's report concerns the potential for conflicts of interest by other Board members. The reports in the press concerning Mr. Figa's recommendations were inaccurate, as a careful reading of his conclusions will reveal. Specifically concerning the reimbursements to Board members for their travel to educational conferences, the NCMC Bylaws require that Board members remain informed regarding issues related to health care matters and governance of non profit corporations. This is so that the board members can fulfill their obligations to NCMC, Inc. in the oversight role of the Medical Center Campus. Further the current Operating Agreement between Banner Health System and NCMC, Inc. requires that Banner pay for the attendance of Board members at the educational conferences. This was negotiated in the original Operating Agreement as both parties understand the importance of having an informed Board of Directors. Another area addressed by Mr. Figa which was incorrectly reported in the press, concerned payments made by Banner to the law firms of two Board Members, Mr. Lind and Mr. Bedingfield. A careful reading of Mr. Figa's conclusions state that the payments were made not for services provided by the law firms to Banner. Rather, Banner had an obligation to pay for the legal fees and costs of two clients as a result of Banner's agreements with the law firm's clients. These payments did not relate in any way to services performed by the law firms for Banner. Neither law firm has provided legal representation to Banner. Concerning compensation to the physician board members, Dr. Michael Schwartz and myself, Mr. Figa stated in his conclusions that the compensation paid to the physicians was reasonable in amount and that "both are entitled to reasonable compensation for such activities". In addition, Mr. Figa stated that it was not unusual for hospitals to compensate physicians for services they perform as Medical Directors or as members of committees, where the work to be performed by the physician will take away time form the physician's practice. NCMC, Inc. recognizes that it needs some physician representation on the Board of Directors. In the future, these areas of compensation will be fully disclosed in a formal manner and the Board of NCMC, Inc. will make the determination whether a conflict indeed exists relative to a specific issue. To quote Mr. Figa in his final analysis and "general observation": "I could not uncover any credible evidence of criminal wrongdoing, any indication that NCMC, Inc. Board members were working against NCMC Inc's best interests as they saw them, or acting in their director capacities out of personal or financial motives. Board members seem extremely dedicated and supportive of the community that is NCMC Inc. The final area of his report concerns recommendations regarding the NCMC, Inc. negotiations with Banner. The Board understands Mr. Figa's position, but at this time has not made a decision concerning the full extent to which it will follow the recommendations. Given the timing of the recommendations, the Board of NCMC, Inc. believes that it is in the best interest of the corporation to allow the new Board of Directors to make the decision regarding the position to be taken concerning the renegotiations. The new Board will be seated at the end of January at which time, after a formal board education and orientation process, the new Board will decide on the appropriate approach. In the meantime, the NCMC, Inc. Board has instructed Banner to proceed with the hospital renovations and Master Facility Plan without delay. There is an existing agreement in place with Banner which governs the relationship of the parties. It will be the purview of the new Board of Directors to determine if any changes are desired in the existing agreement. What is the process to be used by the NCMC, Inc. Board regarding new members As I reported to you last week, the Board has elected a nominating committee. Two of the members, Don Cummins and Lori Brisco are members of the Board of Trustees appointed by the Commissioners. The third member is a physician, Dr. Schwartz. The committee has placed several ads regarding the positions available on the Board of Directors. There are currently 6 seats which are available on the Board. One of those seats will be filled with a member of the Board of Trustees. The nominating committee will be considering applications from the community in response to the ads, as well as from persons recommended to the committee who might be willing to serve. At it's annual meeting in late January, the Board of Directors will receive the report from the nominating committee and will also at that time take nominations from the remaining members of the Board of Directors. Thereafter, the Board of Directors will vote on the nominations. As part of the nominating process each nominee will receive a copy of the Conflict of Interest Policy of the Board of NCMC, Inc. Mr. Figa reviewed the Conflict of Interest Policy and did not find any problems with the existing policy. Mr. Figa did however recommend that the Board of Directors be mindful of the policy and recommended each board member properly disclose their conflicts in a formal manner. At its January meeting the Board of Directors will also consider an agenda item regarding the question of whether an amendment should be made to its Bylaws on term limits for the directors. I have directed the members of the nominating committee to consider carefully the recommendations from the Medical Executive Committee and the County Commissioners regarding the adoption of terms limits. I have asked them to look into the concept of term limits and their pros and cons and make a recommendation to the full Board in January. I can assure the Commissioners that the Board of NCMC, Inc. will address this issue and give it their full consideration. I will now take questions.... Hello